Voluntary, partial and tender offers
Voluntary, partial and tender offers

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Voluntary, partial and tender offers
  • The contractual nature of a takeover offer
  • Offer
  • Acceptance
  • Completion
  • Forms of offer
  • Voluntary and mandatory offers
  • Comparable and appropriate offers
  • Partial and tender offers
  • Partial offers
  • More...

There are two principal ways for an offeror to implement a public takeover of an English company:

  1. an offeror may make a takeover offer to shareholders of the offeree for all the shares in its equity share capital (or for a class of its shares), as described in section 974 of the Companies Act 2006 (CA 2006), or

  2. by means of a scheme of arrangement under Part 26 CA 2006, which involves the offeree company proposing a scheme to its shareholders and/or creditors

Offers and schemes are both subject to the City Code on Takeovers and Mergers (Code), although the two processes differ in some fundamental respects.

This Practice Note focuses on takeovers structured as contractual offers, including offers for part only of an offeree's share capital.

For information on schemes of arrangement, see Practice Notes: Schemes of arrangement—nature, procedures and timetable and Schemes of arrangement—advantages and disadvantages.

The contractual nature of a takeover offer

Offer

A takeover offer proceeds upon normal contractual principles. The offer is made to offeree shareholders in an offer document which sets out:

  1. details of the offeror and the offeree

  2. the shares for which the offer is made

  3. the consideration offered and its form (whether cash, shares, some other form of security, or a combination)

  4. the conditions to which the offer is subject and which must be satisfied (or waived) before the offeror

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